Company Incorporation Law Changes Vietnam 2026

Vietnam will implement several significant legal and regulatory reforms from March 2026 that are expected to reshape the country’s business and investment landscape. These changes aim to improve the investment climate, streamline administrative procedures, support business recovery, and enhance transparency for both domestic and foreign investors.

1. Bankruptcy and Recovery Law 2025: Encouraging Business Recovery from March 1, 2026

The Bankruptcy and Recovery Law No. 142/2025/QH15 was passed by the 15th National Assembly at its 10th session. The law consists of 8 chapters and 88 articles and will take effect from March 1, 2026.

The Bankruptcy and Recovery Law 2025 amends and supplements regulations that were problematic or inadequate in practice in resolving bankruptcy cases; creates a favorable legal framework for businesses and cooperatives to recover their production and business activities; and allows for timely declaration of bankruptcy and liquidation of businesses and cooperatives that are no longer capable of recovery.

Compared to the 2014 Bankruptcy Law, the 2025 Bankruptcy and Recovery Law has several notable new points, including:

  • Name change: The law is renamed from “Bankruptcy Law” to “Bankruptcy and Recovery Law.” This clearly reflects the priority objective of encouraging business recovery for enterprises and cooperatives when they face the risk of insolvency.

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  • State support policies: Article 4 adds a provision that the State will provide support policies regarding taxes, fees, credit, interest rates, land, technology, digital transformation, and other support measures for enterprises and cooperatives facing business difficulties to carry out recovery and bankruptcy procedures in order to restructure, restore, or terminate business operations in an orderly manner, contributing to improving the investment and business environment and strengthening the economy.
  • State budget advances bankruptcy costs: According to Article 20, in cases where the applicant is an employee, trade union, tax authority, social insurance agency, or enterprise with no assets or insufficient assets to pay the fees, the State budget will guarantee the advance payment of costs. This amount will be reimbursed when the entity’s assets are sold.
  • Business recovery procedures are independent: Chapter II stipulates that business recovery procedures are independent of bankruptcy procedures to enhance the effectiveness of business support.
  • Simplified procedures: Article 68 adds simplified recovery and bankruptcy procedures for small and micro-sized enterprises with few creditors or small debts. The time limit for these procedures is only half that of the normal procedures.
  • Encouraging negotiation and mediation: Article 22 encourages businesses, cooperatives, creditors, and other participants in rehabilitation and bankruptcy proceedings to engage in negotiation and mediation during the resolution of rehabilitation and bankruptcy cases…

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2. Investment Law 2025: Reducing the scope of many conditional business sectors from March 1, 2026

Compared to the Investment Law 2020, Appendix IV of the Investment Law 2025, No. 143/2025/QH15, has reduced and amended the scope of several conditional investment and business sectors.

Some of the sectors that have been reduced include:

  • Businesses providing tax procedures; businesses providing customs clearance services; insurance support services; labor leasing services;
  • Businesses providing commercial inspection services; businesses temporarily importing and re-exporting frozen food products; – Business of temporary import and re-export of goods belonging to the category of used goods…

– Foreign investors do not need to have a project before establishing a business

Clause 2, Article 19 of the 2025 Investment Law allows foreign investors to establish a business without needing a prior investment project, but must meet market access conditions.

– Clarifying the scope of projects subject to investment policy approval

Article 24 of the 2025 Investment Law specifically lists 20 types of projects that must undergo investment policy approval procedures, such as:

  • Projects using large or sensitive land and resources
  • Projects in special or sensitive fields
  • Projects related to heritage or special urban areas
  • Large-scale infrastructure and real estate projects
  • Projects with special requirements…

3. Changes to Conditional Business Sectors and Seal Management from March 15, 2025

Decree 58/2026/ND-CP amends the Decrees related to enterprises as follows:

  • Amending and supplementing several articles of Decree 96/2016/ND-CP regulating security and order conditions for certain conditional investment and business sectors, which were amended and supplemented in 2023.
  • Providing detailed regulations on the business activities of cosmetic surgery services and the business of military uniforms and equipment for the armed forces… belonging to the group of conditional investment and business sectors regarding security, order, and scope of management.
  • Additional regulations regarding businesses with foreign elements, businesses operating across provinces and cities…
  • Amendments and additions to several articles of Decree 99/2016/ND-CP on the management and use of seals, as amended and supplemented in 2023.
  • Changes to the application dossier for adding or re-registering seals.
  • Changes to the application dossier for changing or re-issuing the seal registration certificate…

The above are the new business policies effective from March 2026.

>>>Read more: Business setup vietnam – Vietnam tax benefits for foreign investors

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